Goodnight Blair, Goodnight Chuck
by Kensley-Jackson
Summary: Are you drunk-dialing again?" The three nights Blair called Chuck before the events of 1x17. Rated T for now, but will be M later on. CB always : Please review!
1. Murdering Those Butterflies

Goodnight Blair, Goodnight Chuck

After that night she met him at the bar, that dreadful night where Chuck vowed to murder those damn butterflies no matter how much it hurt Blair, she did not speak to him again.

It had been the hardest thing he ever had to do, to lie straight to her face and tell her the most horrific things that he could muster—things that he could never really feel towards her even if he tried.

That he only wanted her when she was beautiful, delicate, and untouched.

The truth was she never stopped being those things.

Her beauty grew each day he saw her. Each day he learned to appreciate parts of her that he never took the time to notice before. How her deep brown eyes darkened when she looked at him, how she toyed with her soft curls when she wanted to get his attention, and how her cold exterior could completely melt away when she allowed the warmth of her smile to shine through.

And then there was her skin. Her skin became softer and more delicate each time he touched her. How many times after sex did he wait for her to fall asleep just so he could explore her without scolding him for being too affectionate? He would let his fingers slide up and down her body—down her chest, across her ribs, around the delicious curves of her hips. Then he would go back and do it all again with his lips, or his tongue, or both.

And as crazy at it sounded, to Chuck, Blair was untouched—by anyone but him. He knew that was not the truth of course, he knew that Blair had slept with his best friend. But the thought killed him, so he denied the thought of them together every second he was conscious—hoping that eventually he would just forget about it all together.

So in actuality, the problem was not that he did not want Blair Waldorf, the problem was (and always will be) that Chuck Bass wanted her too much; too much for him to admit out loud and certainly too much for her to accept willingly.

She claimed that the thought of him caring for her in any way past his lust and desire nauseated her. She claimed she wanted him to kill off the butterflies, to destroy any warm and fuzzy feelings he had for her. So how could she look at him the way she did when he finally did it?

Earlier that day Blair had made it clear that she did not want Chuck the way he wanted her. And later Nate made it clear that he did not want his best friend around either.

When the two most important people in your life give up on you, it's easy to sink down to the bottom of a bottle of scotch. It's easy to stare in the eyes of your drunken reflection and hate what you see.

But at the end of the day, there was absolutely nothing easy about devastating the woman you love.

He knew what he had to say, the fastest way to hurt her with his words. But he did not anticipate how destroyed she became. There was so witty comeback, no "fuck you" or slap across the face. Any of those would have been welcomed compared to the absolute shock her saw on her face. The tears that shone in her eyes but refused to fall disturbed him and Chuck could not look at her a second longer. She was Blair Waldorf, a fighter who did not take shit from anyone, but there she was, allowing herself to become completely undone in front of him.

If that wasn't love, Chuck didn't know what the fuck was.

After that night, they didn't speak for weeks. They communicated through body language, but neither had the guts to say anything. She would glare, he would smirk. She would scoff, he would leer. She was a bitch and he was a pig. It was only a matter of time before Blair figured out what Chuck knew since Victrola: they were perfect for each other.

But then things started to change when Blair, innocent and pure, would get shit-faced and drunk-dial the last person she claimed to want to talk to.

The first time she called him, she was drunk.


	2. The First Phone Call

Thanks for the reviews guys, I'm glad you liked the intro. Here's the first chapter, don't forget to review!

xoxoxoxooxoxo

The first time she called him, she was drunk.

Chuck had spent the better part of the night holding back Serena's hair as she vomited continuously in his bathroom. After about an hour, she seemed to hit a dry-spell, and Chuck took the opportunity to get her a glass of water. The last thing he needed was an overly emotional _and_ dehydrated van der Woodsen on his hands—his father would never forgive him.

Serena's head was resting on the toilet-seat when he came back.

"Here" he said, giving her the glass.

"Thank you Chuck" she mumbled to him, taking a sip.

Closing the door behind him, Chuck took his seat back on the sofa.

And that's when she called him.

He did a double take when he saw Blair's name on his caller id, but answered nonetheless.

"Not you too" he breathed, his voice smooth as her skin.

"Not me what?" was her whiny response.

Chuck smiled when he heard Blair's voice, it felt like ages since he'd heard it last. He could hear loud music in the background and he figured she was at a club.

"Not another socialite in distress, needing my help" Chuck replied. His smile grew when he hear her scoff on the other line.

"As if, Chuck, I never need you" she said.

"So you say…why are you calling Blair?" He asked.

She was quiet for a while; Chuck thought she may have hung up.

"I don't know—I'm bored" she answered finally.

"You're drunk" he asserted.

"Am not" she said indignantly.

"You are. You are completely intoxicated" he laughed.

"Shut up" she said.

"And you miss me" he said. He knew after months of not talking he shouldn't be provoking her like this, but he couldn't pass up an opportunity to flirt. Regardless to what Blair said back, Chuck could at least admit to himself that he _did _miss her.

"Uck, you make me sick" she said.

"Blair, are you alone?"

"Ew, gross Chuck, I am not having phone sex with you!" she screeched.

"Again" he reminded her, leaning his head back against the couch.

"_Again_" she repeated with disgust, "I can't believe you made me do that."

"Twice." he sneered, trying to remember the sound of every moan and whimper she gave him on those two occasions.

The first time was about a week after her seventeenth birthday. It was midnight; he was horny as hell and decided to call her. At first he was just joking around, not sure how far he could push his little ice-princess. Twenty minutes later, however, he had successfully pushed Blair Waldorf right over the edge—she came all but sobbing his name and Chuck followed in suit almost immediately. Sure, she was meek at first, but Chuck was more than happy to guide her through her insecurities. And lucky for him, his girl was a closeted sex kitten.

The second time was the night of Thanksgiving. He was miserable with his father overseas. She was at home binging on pie. Chuck knew when he called her that she needed a self-esteem booster—he wanted nothing more than to hop a plane back to New York so he could make love to her properly so she knew how beautiful she was. But that wasn't possible, so they settled for phone-sex.

It was unlike anything Chuck ever experienced before. He was an expert in dirty talk; he knew how to make any woman cum just by grunting profanities into their ears. But he didn't even know he possessed the ability to turn girls on with terms of endearments before Blair.

It wasn't something he planned…it just sort of came naturally that night of her seventeenth birthday. She looked so hurt, but eagerly responded when he kissed her. Blair was eager back then in general—eager to forget about Nate and everything else that was wrong in her life. But Chuck made her slow down. When he pulled away, the rejection in her eyes killed him.

"I wanna make love to you" he said as he leaned in to kiss her once more. Chuck Bass didn't even know if he knew how to make love to someone, but that didn't stop him from trying.

Ten minutes later, Blair was lying naked beneath him, her dark curls fanned around her face—freed from their constraints. The only thing she wore that night was the diamond necklace he gave her. Even if he tried, Chuck could not help the "You're so beautiful, Blair" that spilled from his lips. That was also the first night he called her "Baby." But not just any baby, _his _baby.

To the best of his ability, Chuck tried to recreate that comfort for her over the phone—long-distance be damned. At first he was concerned he was taking advantage of her emotional state; at one point even, he thought her heard her crying. But before she hung up that night, she whispered a quiet "Thank you, Chuck." And just like that, his fears were forgotten.

"I can't believe we did that twice" Blair said, bringing Chuck back into the presence.

"Yeah, I can talk you into just about anything" Chuck told her, grinning.

"That's probably true" she answered honestly.

Chuck was temporarily speechless. He did not know how to respond to that confession—even if it was true.

"That's not what I even meant" he said at last, getting back on topic "I want to know if you're drinking alone."

"No, I don't drink alone like a pathetic loser like you, Chuck" she said. "The girls and I went to Butter, and now we're bar-hopping."

"Well I'm glad you're not alone" he said "Make sure your friends take care of you tonight."

"Yeah yeah, I can take care of myself" she whined.

"Of course you can" he said.

They were quiet for a minute, listening to the mixture of the muted club music and Chuck's steady breathing.

"Will you do me a favor?" Chuck asked, breaking the silence.

"I don't know."

"Blair…"

"What?" she asked, clearly aggravated.

"Don't go chatting up any guys tonight."

"Why not, scared I'll find someone to replace you?" she asked.

Chuck could feel those damn butterflies twitching back; it felt good knowing he made a big enough impression in Blair Waldorf's life that she would need someone else to fill the void. Of course, he would rather die before he let that happen.

"Now now Blair, we both know I'm irreplaceable" he told her "I just don't want you testing the will-power of some poorly dressed, collar-popping, jerk-off in your particular state of inebriation."

"You're worried about me?" she asked, sounding temporarily sober.

"Always" he answered sincerely. "Goodnight Blair."

"Goodnight Chuck" she said.

As soon as he hung up the phone, he heard Serena starting to wretch again.


	3. Interlude

Originally, I wasn't going to write from Blair's perspective in this story, but I had too much fun thinking about Blair getting drunk at a bar to not write this.

Interlude--Blair's POV

The next night, Blair went out with the girls again. She was frustrated with herself—the whole day all she could think about was what Chuck had said and she just wanted to forget about him. Besides, its not like he meant it—the he was _worried_ about her. Chuck was the most selfish human being alive, he probably didn't care if she was alive or dead. He just said that to screw with her.

Which is why Blair forced herself to forgot all about it…well, at least until she started drinking.

This wasn't like her. Blair Waldorf was classy, she didn't slum it at clubs on the weekend like her best friend who hadn't returned her phone calls all well. Blair didn't really like drinking, she was just stressed out, annoyed…and maybe a little sexually frustrated.

Which doesn't exactly explain why she already turned down two guys that night. Blair may have been horny, but she wasn't willing to settle for some lacrosse player with frosted tips and a fake tan. She needed someone tall, dark and…smirking. _Damn it! _She scolded herself, _No, not smirking. Handsome. Chuck was definitely not handsome._ _Well maybe a little. Oh, who am I kidding?_

She regarded the shot in front of her for a moment before throwing it back. She tried not to cringe as the liquor hit the back of her throat. How a certain scarf-wielding pervert drank this poison on a daily basis, she'd never understand.

"So can I get you another one of those?" some sleazy guy asked her. Blair rolled her eyes as he not so subtly leaned over and looked down her shirt.

_Seriously do I look that desperate?_

"Will you excuse me? I have to go call the babysitter" she said, walking away.

That's when she bumped into Hazel, Penelope and Is.

"B, what is your deal? That's the third hot guy you've turned down!" Penelope said.

"The rest of us should be so lucky" Hazel quipped under her breath.

"What? No, he was gross. I mean is there something in the water tonight or what? If Chuck knew how many guys were hitting on me, he'd totally come down here and beat them up" Blair said.

_Whoops! How did _he_ pop back into her subconscious?_

Hazel and Is exchanged a glance.

"Um, are we thinking of the same Chuck Bass? The Chuck we know has gotten sucker-punched more times that he can count" Penelope said.

"Well, yeah, but he would do it to protect me" Blair said defensively, crossing her arms in front of her chest.

"Um, maybe back when he was sleeping with you" Is said "Guys are only nice when there's something in it for them."

"Not uh, he said he was worried about me just the other night" Blair said.

_Stupid, stupid Blair! Stop digging your own social gravestone!_

"Wait, when did you and Chuck talk?" Hazel asked.

"Um, last night" Blair said, looking at her peep-toe shoes "When I said I was going to the bathroom."

"Oh my God, girls" Penelope said "I believe our Queen lost her drunk-dialing virginity last night."

"To Chuck. Shocker" Hazel said.

"Why are you making it sound so bad? So I called an ex, so what?" Blair asked, downing another shot.

"Well, why didn't you call Nate? He's more of an ex than Chuck" Penelope asked.

"Cause Nate's boring. And unlike you, I don't still carry a torch for him" Blair told her.

"No, you carry one for that Basshole, which is even worse" Penelope said.

"Hey, you don't even know him!" Blair cried.

"Don't I? Summer before sophomore year. Ask him about it sometime" she said with confidence.

The thought of Chuck and Penelope having sex made Blair shutter, so down went another shot.

"Oh big deal, you hooked up. That doesn't mean you know him at all. Chuck is one of the sweetest, funniest guys I've ever known" Blair confessed.

_Oh My Effin God did I just say that? What the hell is in these shots anyways? Truth serum?_

"He's also a huge jerk who maliciously destroyed your reputation via Gossip Girl" Hazel told her.

"Oh yeah, thank God you guys totally had my back with that disaster. Oh wait…"

"You deserved what you got" Penelope sneered.

"Yeah, you're right I did. Because that whole thing was partially my fault. You don't know the whole story, how bad I hurt him" Blair said on the verge of tears.

_Why the hell was she crying? She didn't feel upset. What was going on?_

"You know what Blair, save it. You're completely trashed. We'll call you a cab and you can give your sweet, funny lover-boy another buzz" Penelope taunted.

"Fine, and you can continue to pine after Nate like the pathetic groupie you are" Blair told her.

She grabbed her bag and got ready to storm out.

"Oh, and before you weasel your way into Nate's bed, P, you should know that he's got all the right equipment, but has absolutely no idea what to do with it" Blair spat out.

"I'd be more than happy to teach him" Penelope offered.

"I'm sure you would" Blair said, leaving the bar.

She would go home, get ready for bed, and NOT call Chuck.

...That was the plan at least.


	4. The Second Phone Call

Thanks to everyone who has reviewed/favorited/put this story on alert!

The next chapter is very long, so I've dividing it into two parts. The first half is still rated T, but the second half is rated M.

This takes place the same night as the last chapter, after Blair goes home.

The second night Blair called him, she was really _really_ drunk.

"Hi" she said coyly.

"Hi" he said back to her.

Blair giggled. _Giggled._

"Where are you?" Chuck asked, amusement clear in his voice.

The distinct sound of Cindy Lauper's "Girls Just Wanna Have Fun" was playing in the background.

"Another club?" he offered.

"Nope, the club sucked and the girls were being catty. I'm back in my room, working on my moves."

"You're moves, huh?" Chuck said, feeling a smile creep across his face as he remembered the last time him and Blair talked about her "moves."

"Uh huh" She replied.

"That's something I wouldn't mind seeing" he said.

"Oh, I'm sure" Blair laughed.

And that's when she started singing.

"That's alllll they really waaa—aaaaa—aaaa—aaa—nt! Some fu-uuh-uh-uh-unnnn!"

Chuck held the phone away from his ear, wincing at the sound.

"You're lucky your moves are better than your singing ability" Chuck said.

"How dare you?! I have a good voice!" Blair said.

"Sure, when you're sober" Chuck said.

He remembered one afternoon during their tryst many months ago when he snuck up on Blair when she was singing in the shower. He felt his rotten heart swell at the sound of her angelic voice. Removing his clothes, he slide in the shower behind her and coaxed her into making some music of their very own.

But that was when she was sober.

Drunk!Blair and singing did not mix very well at all.

"Chuck, did you know that girls just wanna have fun?" Blair asked completely serious.

"Of course, that's why they always come to me for a good time" Chuck smirked.

Chuck regretted his comment a moment later when the other line went silent.

"Blair?"

"Did you sleep with Penelope?"

_What?!_

"What?!"

"The summer before Sophomore year. She said you did."

Chuck tried to rack his brain for Blair was talking about. He and Penelope never…oh wait.

"She lied to youWaldorf. She gave me a hand-job during Serena's 15th Birthday party, but nothing more."

"Oh. And ew" Blair scoffed.

"And, I'll have you know the only reason I needed her _help_ in the first place was because I was sporting a major erection after seeing you and Serena make out" Chuck said, smirking.

"That was Truth or Dare!" Blair told him.

"I remember" he said.

"And that was your dare! You were the one who made me!" Blair scolded.

"Yeah, no shit I did. I was also the one who suggested we play in the first place, if you recall."

"Oh my gosh, you manipulated that whole night just to satiate your wet dream about me and my best friend!" Blair said.

"Yes, I did. And the next time you and my future step-sister are feeling frisky during a sleep-over, I would greatly appriciate an invite to the party" Chuck said.

Chuck felt a familiar stirring in his stomach when he heard Blair laughing on the other line. He loved that he could make her laugh.

"You're so funny" she said dreamily.

"Shows how little you know, Waldorf. I was being dead serious" he said.

She laughed again.

"You are though, so funny and sweet" she told him.

"I am not, I'm a very bad man" He said.

"Nope, I don't believe it. You care about me and you want to protect me and no one else understands what I see in you" she said.

"And what's that?" Chuck asked.

"Ummmm" Blair said, thinking. "In you, Chuck…I see…you" she finished finally.

Chuck scrunched his eyebrows together. He was too sober and she was too drunk to be having this conversation.

"Get it?" Blair asked.

"Not in the slightest" Chuck told her.

"So, Mr. Bad Man" she drawled out "What have you been up to tonight? Entertaining guests of the female persuasion?"

Was that jeleousy he was detected?

"Not at the moment, present company excluded. You'd be happy to know, Waldorf, that Serena's latest train-wreck of an attempt at being friends with Georgie has successfully detrailed any action coming my way this week."

Blair snickered.

"Has S been blocking your cock, Bass?" she asked mischeviously.

Chuck felt a familiar stirring in his pants. Hearing Blair say the word "cock" never failed to get an erection going and they both knew it.

"Maybe. Not that I'm complaining. I'd much rather be on the phone with you anyday."

"Smooth, Bass, very smooth."

When the line fell silent, Chuck began to fidget. Lulls in phone conversations always made him uncomfortable.

"What are you thinking about Waldorf?"

When she giggled again, Chuck shifted on his bed uncomfortably as said erection was starting to creep up again.

"I don't think I should tell you" she taunted.

"Now see that's where we differ, 'cause I think you should" he said.

"Hmm, okay. I'm thinking about Victrola" she said.

Chuck grinned.

"Victrola. Is that so?"

"Uh huh" she breathed.

That's when Chuck heard the distinct sound of a moan.

He stopped breathing. Was she…?

"Mhmmm."

The second moan that followed prompted Chuck's hand to slam down onto his quickly rising dick. He needed a drink. And fast.

"Do you remember how I danced for you, Chuck?" she asked seductively.

_Oh shit._

_xoxoxoxox_

TBC :)


	5. Phone Sex Time

Thanks for the reviews guys! After this part, there's only one more chapter, so I hope you enjoy it! Also, this chapter is rated M so please don't read it if you don't want to!

xoxoxoxoxoxo

"_Do you remember how I danced for you Chuck?" she asked seductively._

"Yes" he said—of course he fucking remembered, it was the memory of that night that got him through most of the ones he spent alone.

"Will you tell me about it?" she asked.

Chuck's eyes shot to his empty couch. If this conversation was going where he thought it was going, it was a damn good thing that Serena had gone home for the night.

"What exactly do you want to know?" he asked, leaning back on his bed and opening his legs.

"Umm" she mused to herself "How did I look that night?"

Chuck closed his eyes and remembered the way Blair had turned to look at him over her shoulder—with the embers of defiance burning through her dark brown eyes. She may have been drinking that night, but on some level she understood with perfect clarity that Chuck Bass wanted her to dance for him. And she wanted it too.

He slid his hand over his groin again, but this time, slowly.

"You came to Victrola looking like a poster-girl for the Upper East Side" he began, eyes still closed, "Pearl necklace, high neckline, studded head-band—but there was something brewing underneath the surface. Dark lipstick, red heels, stockings that were sexy as hell" he smiled "and of course, that negligee."

He was rubbing himself in earnest now, remembering how the satin felt under his fingers as he hiked it up her thighs in the back of his limo.

"And then when you started dancing…" he trailed off.

"Is that when you knew you wanted me?" she asked.

"No, Blair, that's when I knew I _needed_ you."

He smirked when he heard her suck in a breath.

"Tell me" she whimpered.

He forced his hand to stop their administrations, wanted to give Blair his full attention.

"I always want what I can't have—which isn't often. You were always off limits in my head because of Nate, but something changed that night. They way you moved, the way you smiled, you were like a whole different person. Gorgeous and sassy as ever, but you weren't Nate's girl anymore. It was like you and I were the only two people in the room and all I could think about was how badly I wanted to be with you. After that, I knew I'd never be the same. And I'd never want to be."

He was tempted to keep going, to tell her about how that was the best night of his life and that he never cared about anyone before her, but he didn't want to kill the mood with his sappy speech. He still had a reputation to protect.

"Do you wanna know a secret?" she asked after a moment.

"Sure" he said.

"I'm wearing it now" she confessed.

"Wearing what?"

"That negligee I wore the night of Victrola" she explained "The night I gave myself to you."

_Oh God._

Chuck's hand slid back over his package.

"You are?"

"Yes" she sighed pleasantly.

He paused for a minute, contemplating his next move like a game of chess.

"Are you wearing anything else?"

"Nuh…oh. Ohhhhhh" she moaned again.

Chuck groaned. He unzipped his pants to release himself.

"Blair" he began softly "Are you touching yourself?" He already knew the answer, but he couldn't help himself from asking out loud. He needed to hear her say it.

"Uh huh" she panted "You?"

"Fuck yes" he got out. He stroked himself slowly, letting the image of Blair pleasuring herself assault his senses.

"Blair, talk to me" he pleaded.

"What do you want me to say, I'll say anything" she whispered.

_Anything_. If Chuck wasn't so experienced in holding back, his fun would have ended at that very word. It had been far too long since he's had Blair this uninhibited around him.

"Tell me how that negligee feels on your skin" he coaxed.

"Mmhm so good. The satin is so soft and cool. My nipples got hard the second they brushed against it."

"Oh God" he moaned.

"I wish you could feel it" she said.

"I wish I could too" he told her. "I wish I was with you right now, Blair, running my hands all over your body…claiming you, making you mine again."

"Chuck, it's been so long" she whimpered.

"I know, baby, I know" he said, moving his hand up and down his shaft even faster.

"Fuck I miss you" she sobbed, her breathing becoming more labored.

"Don't stop, Blair, keep going. Touch yourself the way I touch you. Three fingers, remember? All the way in" he grunted.

He tried to control himself, but the sound of her mewing on the other end was driving him over the edge at an alarming speed.

"Oh God, Chuck, I need more. I need you inside me."

"I am, baby, I'm all the way inside you. Don't you feel me?"

"Yes…yes! Uhh, I'm so tight, Chuck" she panted.

"I remember" he whispered.

"Do you feel how hard I'm squeezing you?" she asked.

Chuck gripped his dick almost painfully, imagining Blair's tight wetness sucking him deeper inside of her.

"Oh God Blair, yes" he groaned.

"I'm so close, Chuck. So close."

"Do it baby, cum all over me" he urged.

"CHUCK!" she sobbed out in release.

His hips surged off the matress when he heard her cry his name. All he could think was _mine mine mine mine mine._

"You're mine, Blair. Mine! Say it!" he demanded, stroking himself in earnest.

"I'm yours, Chuck, all yours. Always have been, always will be" she whispered.

"Oh Fuck, Blair!" He yelled as he came.

The intensity of the orgasm ripped through him and he thought for a moment that he may have blacked out.

"Chuck, you there?" she asked.

"Yeah, yeah I'm here" he panted, still trying to catch his breath "Fuck, Blair, that was..."

"I know. Chuck, um…"

_Oh no_, Chuck thought, _this is the part where she get's embarrassed and hangs up_.

"Do you…um…want to come over?" she asked meekly.

_Was she serious?_

"Are you serious?"

"I…yeah. Yes. I want to see you, I need to see you. Please" she said.

Chuck was flabbergasted. He knew that he never wanted anything more in his life, but he also knew that he loved her too much to mess them up any further.

"Blair, I would love to, but you're drunk" he said, kicking himself for being so chivalrous.

"That didn't stop you ten minutes ago!" she whined.

"That was different. If I come see you now, I'll never want to leave."

"And that's a problem why?"

Chuck smiled.

"Because I don't have the stomach to deal with a sober, spiteful Blair in the morning who will rip my head off for taking advantage of her."

Blair scoffed.

"I hate sober!Blair" she said.

"I like her just fine" he countered.

"But she's _such_ a buzz-kill" she said.

"I wouldn't want her any other way" Chuck said.

Blair snorted.

"Yeah, yeah."

"Goodnight Blair" he said.

"Goodnight Chuck" she said.

Chuck hung up the phone and held it to his chest, basking in the afterglow that was Blair Cornelia Waldorf.


	6. The Third Phone Call

Here's the final chapter, I hope you enjoyed this story. Please leave me pretty reviews if you like it!

xoxoxoxoxoxoxoxo

The third night Blair called him, she wasn't drunk at all. In fact, she was completely sober.

Chuck was concerned about answering the phone at first. Just because he weaseled his way out of an uncomfortable morning after experience did not mean that Blair wouldn't give him hell over the phone.

"Waldorf" he greeted.

"Hey, is Serena with you again?" she asked.

Chuck was speechless. Was Blair really not going to mention the...activities they participated in the night before?

"Uh, yeah, she's crashing on my couch" Chuck told her.

"Oh" Blair said "Chuck...?"

"What?"

"Is she okay?"

Huh, perhaps this conversation really was all about Serena.

Chuck looked over at Serena from his place on his bed; she had passed out a few hours before due to an exhaustive day of being tortured by Whorgina.

"At the moment, yes. But other than that…I'm not too sure" he answered honestly.

"I'm worried about her, Chuck" she told him "I've been trying to talk to her, but she won't open up to me. Have you had any luck?"

"You know me B, I never have a problem getting a girl to open up for me" he smirked.

"Ha ha" she said dryly "So I'm assuming you know what's going on with her?"

"I do, but it's not my place to say."

"Since when?"

Chuck thought about this for a moment before responding.

"Since the last time I opened my mouth and lost my two best friends as a result" he told her.

"Oh. Right" she said.

"Yeah, and I'd prefer to not lose Serena too. Her and Eric are all I have left."

"So Nate still isn't…"

"No he's not. You?" he asked.

She didn't respond.

"Blair?"

"No" he heard her choke out. It was obvious she was crying.

"Blair…" he began, feeling his heart break in half.

"We really messed up, Chuck" she cried. "Why did everything fall apart?"

Chuck thought back to the night of the cotillion, where he had manipulated his best friend into accusing the wrong man of being with Blair. He had not meant to hurt her. He just wanted her to be with him—out in the open, not afraid of who did or didn't see them. He wanted her to _not_ be ashamed of him. But she would not kiss him. She _was_ ashamed. So she ended it. And she left him on the dance floor, crest-fallen and alone. Like he always was.

Chuck sighed as he fell back on his bed.

"Because I didn't want to be your dirty little secret anymore" he told her "And you didn't want the world to know you traded down the food-chain. An Archibald for a Bass" he said bitterly.

"That's not true" she whispered. "It was because I couldn't trust you."

"Why?" He did not even realize that he had whispered back.

"Because I didn't want to get hurt again!" she cried. "I trusted Nate with ever fiber of my being and he continuously hurt me over and over again. He slept with Serena, he tried confessing his love to her, then he pretended to get back together with me for his parents' sake. God, I let myself believe that he cared even when I point-blank asked him if he loved me…and he couldn't even lie. He just stood there like a moron. And I went back to him anyways. It was a miserable pain, but a pain I knew how to deal with" she said. "But you? Chuck, our entire friendship was based on deceit and manipulation of common enemies. You made me believe that you were this evil, nasty womanizer and then you turn around on my birthday, confessing your deep feelings for me…how am I supposed to react to that? Am I supposed to trust you? Because if I could trust a guy like Nate, and he can hurt me the way he did…what is a guy like you capable of? I can't imagine all the ways that you could cause me pain. You even gave me a taste of what you could have done to me the night at that fucking bar. That just proved my point even more" she said.

Chuck shot straight up on his bed.

"You wanted me to hurt you!" Chuck said, raising his voice. He glanced at Serena, but she was out cold.

"What?!"

"You were afraid of notion that I, Chuck Heartless Bass, could honestly give a damn about you, so you told me to make the feelings I had go away. So I did what I had to do to make you believe that I didn't care anymore. I said things that made me physically sick, but Blair, I never stopped caring. It took all the willpower I had to not run after you that night because I thought in the long run you were better off."

"Well clearly you were wrong" she sniffled.

"Is that so?" Chuck couldn't help the hope swelling in his heart.

"Yes! God, the only reason I went back to Nate that night was to make you jealous. When I left you on the dance floor, I waited for you to come find me. Despite what I said, I still wanted to forgive you. I waited, Chuck, but Nate found me first. I figured I could take a chance on you and risk getting hurt again, or I could go back to old _un_reliable and face the consequences of my actions. And we all know how well that turned out."

"Damn it Blair, why didn't you say something earlier?"

"Why didn't you?"

"We're…we're too alike Blair; too stubborn to realize our mistakes and too proud to admit when we're wrong."

"I miss you, Chuck."

"I miss you too, Blair."

"I just don't see how we can ever work out, after everything that's happened..."

Oh no, he wasn't going to let her do this after telling him she still cared about him. He wouldn't let her slip away. Not again.

"Blair, last night—"

"--Last night never happened" she snapped "Understand?"

"Like hell it didn't!"

"Chuck, please. Please don't. I can't...I…I have to go, I'm sorry" she said softly "Take care of Serena for me."

She sounded so broken, Chuck didn't want to upset her anymore. So he waved the white flag.

"I will."

"K, thanks" she sniffed "Bye."

"_Goodnight_ Blair" he corrected her. He'd never let her say goodbye to him. Not ever.

"Goodnight Chuck."

And so that's how they left it. After that night they didn't speak again until Blair called him in the middle of the afternoon, completely frantic that she couldn't find Serena and needed his help. He may have made a jab at her drunk-dialing antics when he first answered the phone, but after that neither of them spoke about it again.

Fin.

xoxoxoxoxoxo

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